Common use of Applicable Margins Clause in Contracts

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Margin

Applicable Margins. InitiallyThe Base Rate Applicable Margin, Adjusted Daily Simple SOFR Applicable Margin and the Term SOFR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): Rating Level Term SOFR Applicable Margin and Adjusted Daily Simple SOFR Applicable Margin Base Rate Applicable Margin A/A2/A (“Level I”) 0.75% 0.00% A-/A3/A- (“Level II”) 0.80% 0.00% BBB+/Baa1/BBB+ (“Level III”) 0.85% 0.00% BBB/Baa2/BBB (“Level IV”) 0.95% 0.00% BBB-/Baa3/BBB- (“Level V”) 1.20% 0.20% Below BBB-, Baa3 or BBB- (“Level VI”) 1.60% 0.60% Notwithstanding the Investment Grade Rating set forth in above table, if: (i) the Consolidated Leverage Ratio as of the last day of the most recently ending fiscal quarter of the Borrower as set forth in the corresponding compliance certificate delivered pursuant to Section 8.2(d) is less than 35.0% (or, so long as the Consolidated Leverage Ratio shall have been less than 35.0% during the immediately preceding fiscal quarter, greater than or equal to 35.0% but less than 37.5%; provided that the provisions of this parenthetical shall be applicable for only one fiscal quarter during the term of this Agreement), and continuing through (ii) (a) the Borrower’s Investment Grade Rating with S&P is not lower than BBB, (b) the Borrower’s Investment Grade Rating with Moody’s ▇▇ ▇▇▇ lower than Baa2 and (c) the Borrower’s Investment Grade Rating with Fitch is not lower than BBB, the Base Rate Applicable Margin, the Adjusted Daily Simple SOFR Applicable Margin and the Term SOFR Applicable Margin shall be set at Level III. For the avoidance of doubt, (x) if the Consolidated Leverage Ratio is greater than or equal to 35.0% for two or more consecutive fiscal quarters, the Borrower will again satisfy the condition set forth in clause (i) above when and if the Consolidated Leverage Ratio as of the last day immediately preceding of the first Adjustment Date occurring on most recently ending fiscal quarter of the Borrower as set forth in the corresponding compliance certificate delivered pursuant to Section 8.2(d) is less than 35.0%, and (y) the Borrower may qualify for pricing at Level I, II or after [DATE SIX MONTHS AFTER CLOSING DATE]III based solely upon its Investment Grade Rating even if it does not meet the Consolidated Leverage Ratio condition described in clause (i) above. Any increase or decrease in the Base Rate Applicable Margin, 2003, on which Borrower demonstrates that the Adjusted Daily Simple SOFR Applicable Margin or the Term SOFR Applicable Margin resulting from a change in the Base Rate Consolidated Leverage Ratio in accordance with the foregoing proviso shall become effective as of the first Business Day immediately following the date a compliance certificate is delivered pursuant to Section 8.2(d); provided, that if a compliance certificate is not delivered when due in accordance with such Section, then the Level corresponding to the Investment Grade Rating then in effect shall apply as of the fifth Business Day after the date on which such compliance certificate was required to have been delivered and shall remain in effect until the date on which such compliance certificate is delivered. The parties acknowledge and agree the Consolidated Leverage Ratio for the fiscal year ending December 31, 2024 is less than 35.0%. The Applicable Margin and the LIBOR Margin is warranted and requests such change in writing, shall be determined by (i) to the applicable Base Rate Margin extent the Borrower has received ratings from each of the Rating Agencies, the highest of the three ratings from each Rating Agency; provided that in the event that the two highest ratings are more than one rating level apart and LIBOR Margin both are Investment Grade Ratings, then the rating level one level above the lower of such two ratings shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan apply and (ii) 3.0% and 4.0% per annum, respectively, for to the Term B Loan. Commencing on such Adjustment Dateextent the Borrower has received ratings from only two of the Rating Agencies, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period higher of the applicable per annum percentage set forth in the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiariestwo ratings from such Rating Agencies; provided, provided that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until rating level one level above the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt lower of the Borrower’s written request to decrease such margin)two ratings shall apply. If only one Rating Agency has issued an Investment Grade Rating, the applicable Base Rate Margin and LIBOR Rate Applicable Margin shall be 2.750% determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by each Rating Agency and 3.750% per annumthereafter the Borrower does not have an Investment Grade Rating from any Rating Agency, respectively, for the Revolving Loans and Applicable Margin shall be determined based on Level VI of the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginforegoing table in this Section 2.9.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Second Amendment Date, the applicable Base Rate Margin, LIBOR Margin, Commitment Fee Margin, and Swingline Base Rate Margin shall be the applicable per annum percentage set forth in the pricing table below opposite the applicable Total Leverage Ratio of Borrower, determined on a consolidated basis for Borrower and its Subsidiaries and calculated on a pro forma basis after giving effect to any Loans requested by Borrower pursuant to this Agreement on the Second Amendment Date. Thereafter, the applicable Base Rate Margin, LIBOR Margin, Commitment Fee Margin, and Swingline Base Rate Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that Administrative Agent shall not receive the financial statements and compliance certificate Compliance Certificate required pursuant to Subsections 4.6(A4.5(A), 4.6(B4.5(B) and 4.6(C4.5(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0LIBOR Margin shall be 4.750% per annum, respectivelythe Commitment Fee Margin shall be 0.750%, for and the Term B Loan. Revolving Loans and Term A Loan Swingline Base Rate Margin shall be 3.250% per annum; provided, further, that effective upon the closing of any acquisition that will increase the Total Leverage Ratio on a pro forma basis, the Base Rate Margin, LIBOR Margin, Commitment Fee Margin, and Swingline Base Rate Margin will immediately adjust to reflect such higher ratio. Notwithstanding anything to the contrary set forth in this paragraph, initially, and continuing through the day immediately proceeding the first Adjustment Date occurring on or after September 30, 2010, the LIBOR Margin will be not less than 3.750%, the Base Rate Margin will be not less than 2.750%, and the Swingline Base Rate Margin will not be less than 2.250%. > 2.00x 3.750 % 4.750 % 0.750 % 3.250 % > 1.75x and < 2.00x 3.500 % 4.500 % 0.750 % 3.000 % > 1.50x and < 1.75x 3.250 % 4.250 % 0.750 % 2.750 % > 1.25x and < 1.50x 3.000 % 4.000 % 0.625 % 2.500 % > 1.00x and < 1.25x 2.750 % 3.750 % 0.500 % 2.250 % < 1.00x 2.500 % 3.500 % 0.500 % 2.000 % If, as a result of any restatement of or other adjustment to any financial statements referred to above (i) the Total Leverage Ratio Base Rate LIBOR Margin Marginas calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and the Lenders shall have no obligation to repay any interest to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]Date, 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.7500.75% and 3.7501.75% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the Total applicable Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiaries; provided, that at the election of Requisite Lenders, effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(BSubsection 6.1(A) or Subsection 6.1(C) with respect to failure to comply with a financial covenant in Section 4 and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in for so long as it continues the applicable margin is then warrantedBase Rate Margin and LIBOR Margin shall be 0.75% and 1.75% per annum, receipt of the Borrower’s written request respectively. ; provided, that with respect to decrease such margin)Term Loan B outstanding on and after May 13, 2008, the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin and LIBOR Margin Total Leverage Ratio set forth in the pricing table above plus an additional 0.25%; provided, further, that unless the outstanding principal amount of the Term Loan B has been reduced to $30,000,000 or less from the proceeds of the Wireless Sale on or before May 31, 2008, then with respect to Term Loan B outstanding on and after such date the applicable Base Rate Margin and LIBOR Margin Marginshall be the Base Rate Margin and LIBOR Margin set forth in the pricing table above plus an additional 3.00%; and provided, further, that if the outstanding principal amount of the Term Loan B has been reduced to $30,000,000 or less from the proceeds of the Wireless Sale on or before May 31, 2008, then with respect to Term Loan B outstanding on and after August 12, 2008, the applicable Base Rate Margin and LIBOR Margin shall be the Base Rate Margin and LIBOR Margin set forth in the pricing table above plus an additional 0.75%.

Applicable Margins. InitiallyInitially from the Closing Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]the Closing Date, 2003, on which Borrower demonstrates that a change in the Base Rate Margin Applicable Margins and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Commitment Fee Margin shall be 2.750% and 3.750% the applicable per annum, respectively, for annum percentage set forth in Level I of the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loanpricing table below. Commencing on such Adjustment DateThereafter, the applicable Base Rate Margin Applicable Margins and LIBOR Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the Total applicable Leverage Ratio of the Borrower, ona determined on a consolidated basis for the Borrower and its SubsidiariesSubsidiaries as set forth in the most recently delivered Compliance Certificate received by the Administrative Agent pursuant to Section 5.03; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that (i) the Administrative Agent shall not receive the financial statements and compliance certificate the Compliance Certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) Section 5.03 when due, or (ii) at the option of the Administrative Agent or Required Lenders, an Event of Default occurs, then from such due date or dates or the date of the earliest to occur of all existing Events of Default and until the fifth (5th) Business Day following the Administrative Agent’s receipt of such overdue financial statements and compliance certificate statements, Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin)) or the waiver of all existing Defaults, the applicable Base Rate Margin Applicable Margins and LIBOR Rate Commitment Fee Margin shall be 2.750the applicable per annum percentage set forth in Level I of the pricing table below. II > 3.00 and <4.00 2.000% 2.250% 3.000% 3.250% 0.500% If the Administrative Agent determines that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and 3.750% per annum(ii) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, respectivelythen (1) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the Revolving Loans amount of interest actually paid for such period; and (2) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, the Administrative Agent and the Term A Loan and 3.0% and 4.0% per annum, respectively, for Lenders shall have no obligation to repay any interest to the Term B Loan. Revolving Loans and Term A Loan Total Borrower; provided that if a proper calculation of the Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginwould have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. InitiallyFrom the Amendment Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]September 30, 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date2012, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be the applicable per annum percentage set forth in the pricing table below opposite the applicable Total Leverage Ratio of Borrower, determined on a consolidated, Pro forma Basis on the Amendment Date for Borrower and its Subsidiaries. Thereafter, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that (i) Administrative Agent shall not receive the financial statements statements, Compliance Certificate, and compliance certificate Annual Officer’s Certificate required pursuant to Subsections 4.6(A), 4.6(B) ), 4.6(C), and 4.6(C4.6(D) when due, or (ii) an Event of Default occurs and Administrative Agent or Requisite Lenders so elect, then from such due date or dates and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements statements, Compliance Certificate and compliance certificate Annual Officer’s Certificate or for so long as any Event of Default continues, as applicable (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin, the LIBOR Margin and LIBOR Rate the Commitment Fee Margin shall be 2.750% and 3.750% per annumincreased as provided in Subsection 1.2(E); provided, respectivelyfurther, for that effective upon the Revolving Loans and closing of any Acquisition that will increase the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio on a Pro forma Basis, the Base Rate Margin Margin, LIBOR Margin and Commitment Fee Margin will immediately adjust to reflect such higher ratio. I ≥ 2.50x 2.00 % 3.000 % 1.750 % 2.750 % 0.375 % II ≥ 2.00x and < 2.50x 1.750 % 2.750 % 1.500 % 2.500 % 0.375 % III ≥ 1.50x and < 2.00x 1.500 % 2.500 % 1.250 % 2.250 % 0.250 % IV < 1.50x 1.250 % 2.250 % 1.000 % 2.000 % 0.250 % Amended and Restated Credit Agreement/Shenandoah Telecommunications Company If, as a result of any restatement of or other adjustment to any financial statements referred to above or for any other reason, Administrative Agent determines that (i) the Total Leverage Ratio Base Rate LIBOR Margin Marginas calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and Lenders shall have no obligation to repay any interest to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Amendment Date, the applicable Base Rate Margin, LIBOR Margin and Commitment Fee Margin shall be the applicable per annum percentage set forth in the pricing table below opposite the applicable Total Leverage Ratio of Borrower, determined on a consolidated basis for Borrower and its Subsidiaries and calculated on a pro forma basis after giving effect to any Loans requested by Borrower pursuant to this Agreement on the Amendment Date. Thereafter, the applicable Base Rate Margin, LIBOR Margin and Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that Administrative Agent shall not receive the financial statements and compliance certificate Compliance Certificate required pursuant to Subsections 4.6(A4.5(A), 4.6(B4.5(B) and 4.6(C4.5(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0LIBOR Margin shall be 4.750% per annum, respectivelyand the Commitment Fee Margin shall be 0.750%; provided, for further, that effective upon the Term B Loan. Revolving Loans and Term A Loan closing of any acquisition that will increase the Total Leverage Ratio on a pro forma basis, the Base Rate Margin, LIBOR Margin and Commitment Fee Margin will immediately adjust to reflect such higher ratio. Notwithstanding anything to the contrary set forth in this paragraph, initially, and continuing through the day immediately proceeding the first Adjustment Date occurring on or after September 30, 2010, the LIBOR Margin will be not less than 3.750% and the Base Rate Margin LIBOR Margin will be not less than 2.750%. > 2.00x 3.750 % 4.750 % 0.750 % > 1.75x and < 2.00x 3.500 % 4.500 % 0.750 % > 1.50x and < 1.75x 3.250 % 4.250 % 0.750 % > 1.25x and < 1.50x 3.000 % 4.000 % 0.625 % > 1.00x and < 1.25x 2.750 % 3.750 % 0.500 % < 1.00x 2.500 % 3.500 % 0.500 % If, as a result of any restatement of or other adjustment to any financial statements referred to above (i) the Total Leverage Ratio Base Rate LIBOR Margin Marginas calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and the Lenders shall have no obligation to repay any interest to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]December 31, 2003, 2010 on which Borrower demonstrates by delivery of a Compliance Certificate that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and shall be 2.500% per annum, the LIBOR Margin shall be 2.7503.500% per annum and 3.750the Commitment Fee Margin shall be 0.500% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin, LIBOR Margin and LIBOR Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that Administrative Agent shall not receive the financial statements statements, Compliance Certificate, and compliance certificate Annual Officer's Certificate required pursuant to Subsections 4.6(A), 4.6(B) ), 4.6(C), and 4.6(C4.6(D) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s 's receipt of such overdue financial statements statements, Compliance Certificate and compliance certificate Annual Officer's Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s 's written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.7502.500% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0LIBOR Margin shall be 3.500% per annum, respectivelyand the Commitment Fee Margin shall be 0.500%; provided, for further, that effective upon the Term B Loan. Revolving Loans and Term A Loan closing of any Acquisition that will increase the Total Leverage Ratio on a Pro forma Basis, the Base Rate Margin Margin, LIBOR Margin and Commitment Fee Margin will immediately adjust to reflect such higher ratio. > 2.00x 2.500% 3.500% 0.500% > 1.50x and < 2.00x 2.250% 3.250% 0.500% Credit Agreement/Shenandoah Telecommunications Company If, as a result of any restatement of or other adjustment to any financial statements referred to above or for any other reason, Administrative Agent determines that (i) the Total Leverage Ratio Base Rate LIBOR Margin Marginas calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and Lenders shall have no obligation to repay any interest to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the (a) The Base Rate Applicable Margin and the LIBOR Applicable Margin is warranted and requests such change to be used in writingcalculating the interest rate applicable to different Types of Borrowings, (i) shall vary from time to time in accordance with the applicable Consolidated Leverage Ratio as follows: Consolidated Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin Less than 40% 1.60 % 1.60 % 40% or greater but less than 45% 1.65 % 1.65 % 45% or greater but less than 50% 1.80 % 1.80 % 50% or greater but less than 55% 1.95 % 1.95 % 55% or greater 2.25 % 2.25 % The LIBOR Applicable Margin and LIBOR Base Rate Applicable Margin shall be 2.750% and 3.750% per annumdetermined by the Administrative Agent from time to time, respectively, for based on the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage Consolidated Leverage Ratio as set forth in the pricing tables below opposite compliance certificate most recently delivered by the Total Borrower pursuant to Section 8.2(iv). Any adjustment to the LIBOR Applicable Margin and Base Rate Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable compliance certificate pursuant to Section 8.2(iv). If the Borrower fails to deliver a compliance certificate in accordance with Section 8.2(iv), the LIBOR Applicable Margin and the Base Rate Applicable Margin shall equal the percentages corresponding to a Consolidated Leverage Ratio of Borrower55% or greater until the first day of the calendar month immediately following the month that the required compliance certificate is delivered. Notwithstanding the foregoing, ona consolidated basis for the period from the Agreement Execution Date through but excluding the date on which the Administrative Agent first determines the LIBOR Applicable Margin and the Base Rate Applicable Margin as set forth above, the LIBOR Applicable Margin and the Base Rate Applicable Margin shall be determined based on a Consolidated Leverage Ratio of “Less than 40%”. Thereafter, such LIBOR Applicable Margin and Base Rate Applicable Margin shall be adjusted from time to time as set forth in this definition. It is understood and agreed that each change in pricing level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect at the time it was delivered to the Administrative Agent as the result of fraud or intentional misstatement thereof, and its Subsidiaries; if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, that effective then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (a5) upon Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the occurrence termination of an Event this Agreement, and this provision shall not in any way limit any of Default and until such Event of Default is cured the Administrative Agent’s or waived or any Lender’s other rights under this Agreement. (b) If the Borrower has an Investment Grade Rating during the term of the Facility, at the one-time election of the Borrower upon prior irrevocable written notice to Administrative Agent and the Lenders, which election shall relate solely to this Agreement and shall have no effect on elections to be made with respect to the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, from and after such election the Base Rate Applicable Margin and the LIBOR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): A-/A3 1.40 % 1.40 % BBB+/Baa1 1.45 % 1.45 % BBB/Baa2 1.55 % 1.55 % BBB-/Baa3 1.80 % 1.80 % Below BBB- or Baa3 (“Level V”) 2.30 % 2.30 % The Applicable Margin shall be determined by the higher of the two ratings from S&P or ▇▇▇▇▇’▇. In the event that Administrative Agent shall not receive such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until rating level one level above the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt lower of the Borrower’s written request to decrease such margin)two ratings shall apply. If only one Investment Grade Ratings has been issued, the applicable Base Rate Margin and LIBOR Rate Applicable Margin shall be 2.750% determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and 3.750% per annumthereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, respectively, for the Revolving Loans and Applicable Margin shall be determined based on Level V of the Term A Loan and 3.0% and 4.0% per annum, respectively, for forgoing table in this Section 2.9(b). The Borrower may not return to pricing determinations based on the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Margintable in Section 2.9(a) after selecting to use the table in Section 2.9(b).

Applicable Margins. InitiallyInitially from the Second Amendment Effective Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]the Second Amendment Effective Date, 2003, on which Borrower demonstrates that a change in the Base Rate Margin Applicable Margins and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Commitment Fee Margin shall be 2.750% and 3.750% the applicable per annum, respectively, for annum percentage set forth in the Revolving Loans and pricing table below based on the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for pro forma Leverage Ratio certified by the Term B LoanBorrower in the Closing Certificate delivered by the Borrower on the Second Amendment Effective Date. Commencing on such Adjustment DateThereafter, the applicable Base Rate Margin Applicable Margins and LIBOR Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the Total applicable Leverage Ratio of the Borrower, ona determined on a consolidated basis for the Borrower and its SubsidiariesSubsidiaries as set forth in the most recently delivered Compliance Certificate received by the Administrative Agent pursuant to Section 5.03; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that (i) the Administrative Agent shall not receive the financial statements and compliance certificate the Compliance Certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) Section 5.03 when due, or (ii) at the option of the Administrative Agent or Required Lenders, an Event of Default occurs, then from such due date or dates or the date of the earliest to occur of all existing Events of Default and until the fifth (5th) Business Day following the Administrative Agent’s receipt of such overdue financial statements and compliance certificate statements, Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin)) or the waiver of all existing Defaults, the applicable Base Rate Margin Applicable Margins and LIBOR Rate Commitment Fee Margin shall be 2.750the applicable per annum percentage set forth in Level I of the pricing table below. III > 3.00 and <4.00 2.000% 2.250% 3.000% 3.250% 0.500% If the Administrative Agent determines that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and 3.750% per annum(ii) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, respectivelythen (1) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the Revolving Loans amount of interest actually paid for such period; and (2) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, the Administrative Agent and the Term A Loan and 3.0% and 4.0% per annum, respectively, for Lenders shall have no obligation to repay any interest to the Term B Loan. Revolving Loans and Term A Loan Total Borrower; provided that if a proper calculation of the Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginwould have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods. (D) Section 5.02(e)(vi) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Applicable Margins. Initially(a) [Reserved]. (b) The Base Rate Applicable Margin, Adjusted Daily Simple SOFR Applicable Margin and the Term SOFR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): Rating Level Term SOFR Applicable Margin and Adjusted Daily Simple SOFR Applicable Margin Base Rate Applicable Margin A/A2 (“Level I”) 0.75% 0.00% A-/A3 (“Level II”) 0.80% 0.00% BBB+/Baa1 (“Level III”) 0.85% 0.00% BBB/Baa2 (“Level IV”) 0.95% 0.00% BBB-/Baa3 (“Level V”) 1.20% 0.20% Below BBB- and Baa3 (“Level VI”) 1.60% 0.60% Notwithstanding the Investment Grade Rating set forth in foregoing table, if: (i) the Consolidated Leverage Ratio as of the last day of the most recently ending fiscal quarter of the Borrower as set forth in the corresponding compliance certificate delivered pursuant to Section 8.2(iv) is less than 32.5% (or, so long as the Consolidated Leverage Ratio shall have been less than 32.5% during the immediately preceding fiscal quarter, greater than or equal to 32.5% but less than 37.5%; provided that the provisions of this parenthetical shall be applicable for only one fiscal quarter during the term of this Agreement), and continuing through (ii) (a) the Borrower’s Investment Grade Rating with S&P is not lower than BBB and (b) the Borrower’s Investment Grade Rating with Mood▇’▇ ▇▇ not lower than Baa2, the Base Rate Applicable Margin, the Adjusted Daily Simple SOFR Applicable Margin and the Term SOFR Applicable Margin shall be set at Level III. For the avoidance of doubt, (x) if the Consolidated Leverage Ratio is greater than or equal to 32.5% for two or more consecutive fiscal quarters, the Borrower will again satisfy the condition set forth in clause (i) above when and if the Consolidated Leverage Ratio as of the last day immediately preceding of the first Adjustment Date occurring on most recently ending fiscal quarter of the Borrower as set forth in the corresponding compliance certificate delivered pursuant to Section 8.2(iv) is less than 32.5%, and (y) the Borrower may qualify for pricing at Level I, II or after [DATE SIX MONTHS AFTER CLOSING DATE]III based solely upon its Investment Grade Rating even if it does not meet the Consolidated Leverage Ratio condition described in clause (i) above. Any increase or decrease in the Base Rate Applicable Margin, 2003, on which Borrower demonstrates that the Adjusted Daily Simple SOFR Applicable Margin or the Term SOFR Applicable Margin resulting from a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables below opposite the Total Consolidated Leverage Ratio in accordance with the foregoing proviso shall become effective as of Borrower, ona consolidated basis for Borrower and its Subsidiariesthe first Business Day immediately following the date a compliance certificate is delivered pursuant to Section 8.2(iv); provided, that effective (a) upon if a compliance certificate is not delivered when due in accordance with such Section, then the occurrence Level corresponding to the Investment Grade Rating then in effect shall apply as of an Event the fifth Business Day after the date on which such compliance certificate was required to have been delivered and shall remain in effect until the date on which such compliance certificate is delivered. The parties acknowledge and agree the Consolidated Leverage Ratio for the last fiscal quarter of Default and until such Event 2021 is less than 32.5%. The Applicable Margin shall be determined by the higher of Default is cured the two ratings from S&P or waived or (b) in Mood▇’▇. ▇▇ the event that Administrative Agent shall not receive such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until rating level one level above the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt lower of the Borrower’s written request to decrease such margin)two ratings shall apply. If only one Investment Grade Ratings has been issued, the applicable Base Rate Margin and LIBOR Rate Applicable Margin shall be 2.750% determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and 3.750% per annumthereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, respectively, for the Revolving Loans and Applicable Margin shall be determined based on Level VI of the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginforegoing table in this Section 2.9(b).

Applicable Margins. InitiallyAt the end of each fiscal quarter, and continuing through the Agent shall determine the Undrawn Availability for such fiscal quarter based upon the average daily Undrawn Availability for each day immediately preceding of such fiscal quarter. From each Incentive Pricing Effective Date until the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment next Incentive Pricing Effective Date, the applicable Applicable Base Rate Margin Margin, the Applicable Libor Rate Margin, the Applicable Unused Facility Fee Percentage and LIBOR Margin the Applicable Letter of Credit Fee Percentage shall be for each Calculation Period determined by reference to the applicable per annum percentage set forth in Undrawn Availability on the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiariesgrid below; provided, however, that effective Tier IV pricing shall apply through and including November 30, 2007. I ≤ $25,000,000 1.75 % 0.25 % 1.75 % 0.25 % II > $25,000,000 but ≤ $50,000,000 1.50 % 0 % 1.50 % 0.25 % III > $50,000,000 but ≤ $70,000,000 1.25 % 0 % 1.25 % 0.25 % IV > $70,000,000 1.00 % 0 % 1.00 % 0.25 % If any financial statement or certificate delivered pursuant to Article IX is shown to be inaccurate (a) regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Base Rate Margin, Applicable Libor Rate Margin, Applicable Unused Facility Fee Percentage or Applicable Letter of Credit Fee Percentage for any period (such period, the “Applicable Period”), than the Applicable Base Rate Margin, Applicable Libor Rate Margin, Applicable Unused Facility Fee Percentage or Applicable Letter of Credit Fee Percentage, as applicable, actually applied to such Applicable Period, then, upon the occurrence written request of an Event the Agent, such margin or percentage shall be determined in accordance with the correct financial information for such Applicable Period and the Borrowers shall immediately pay to the Agent any accrued additional interest and fees owing as a result of Default and until such Event increased margin or percentage for such Applicable Period, which payment shall be applied promptly by the Agent to the Lenders in accordance with the terms of Default is cured or waived or (b) in the event that Administrative Agent this Agreement. This paragraph shall not receive limit the financial statements and compliance certificate required rights of the Agent or the Lenders with respect to Article XI or to charge the Default Rate pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin MarginSection 3.3.

Applicable Margins. InitiallyFrom the Fourth Amendment and RestatementEffective Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]December 31, 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment 2014the Amendment Effective Date, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be set based on the Total Net Leverage Ratio of Borrower set forth in the Officer’s Certificate delivered pursuant to Subsection 7.1(B)(i)at Level V. Thereafter, the applicable Base Rate Margin, LIBOR Margin, and LIBOR Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Net Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Restricted Subsidiaries; providedprovided that, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate Compliance Certificate required pursuant to Subsections 4.6(A4.2(A), 4.6(B4.2(B) and 4.6(C4.2(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin, which notice shall be deemed given if noted on the applicable Compliance Certificate), the applicable Base Rate Margin Margin, LIBOR Margin, and LIBOR Rate Commitment Fee Margin shall be 2.750set at Level I below. Level Total Net Leverage Ratio LIBORBase Rate Margin Base RateLIBOR Margin Commitment Fee Margin I >2.00> 2.75x 1.7501.250 % 0.7502.250 % 0.2500.375 % IIIV >1.25x and 3.750<2.00x 1.5000.500 % per annum0.5001.500 % 0.175 % If, respectivelyas a result of any restatement of or other adjustment to any financial statements referred to above (i) the Total Net Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Net Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Net Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the Revolving Loans excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Net Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and the Term A Loan and 3.0% and 4.0% per annumLenders shall have no obligation to repay any overpaid interest to Borrower, respectivelyprovided that, for if, as a result of any restatement or other event a proper calculation of the Term B Loan. Revolving Loans and Term A Loan Total Net Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginwould have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. InitiallyInitially from the Initial Funding Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]the Initial Funding Date, 2003, on which Borrower demonstrates that a change in the Base Rate Margin Applicable Margins and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Commitment Fee Margin shall be 2.750% and 3.750% the applicable per annum, respectively, for annum percentage set forth in Level I of the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loanpricing table below. Commencing on such Adjustment DateThereafter, the applicable Base Rate Margin Applicable Margins and LIBOR Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the Total applicable Leverage Ratio of the Borrower, ona determined on a consolidated basis for the Borrower and its SubsidiariesSubsidiaries as set forth in the most recently delivered Compliance Certificate received by the Administrative Agent pursuant to Section 5.03; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) that, in the event that (i) the Administrative Agent shall not receive the financial statements and compliance certificate the Compliance Certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) Section 5.03 when due, or (ii) at the option of the Administrative Agent or Required Lenders, an Event of Default occurs, then from such due date or dates or the date of the earliest to occur of all existing Events of Default and until the fifth (5th) Business Day following the Administrative Agent’s receipt of such overdue financial statements and compliance certificate statements, Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin)) or the waiver of all existing Defaults, the Applicable Margins and Commitment Fee Margin shall be the applicable per annum percentage set forth in Level I of the pricing table below. Level Leverage Ratio Revolving Credit and Term Loan A Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Revolving Credit and Term Loan A Eurodollar Rate Margin Total Term Loan B Eurodollar Rate Margin Commitment Fee Margin I ³ 3.00x 2.250 % 2.500 % 3.250 % 3.500 % 0.500 % II < 3.00x 2.000 % 2.250 % 3.000 % 3.250 % 0.375 % If the Administrative Agent determines that (i) the Leverage Ratio Base Rate LIBOR Margin Marginas calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, the Administrative Agent and the Lenders shall have no obligation to repay any interest to the Borrower; provided that if a proper calculation of the Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Applicable Margins. InitiallyAt the end of each fiscal quarter, and continuing through the Agent shall determine the Undrawn Availability for such fiscal quarter based upon the average daily Undrawn Availability for each day immediately preceding of such fiscal quarter. From each Incentive Pricing Effective Date until the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment next Incentive Pricing Effective Date, the applicable Applicable Base Rate Margin Margin, the Applicable Libor Rate Margin, the Applicable Unused Facility Fee Percentage and LIBOR Margin the Applicable Letter of Credit Fee Percentage shall be for each Calculation Period determined by reference to the applicable per annum percentage set forth in Undrawn Availability on the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiariesgrid below; provided, however, that effective Tier III pricing shall apply through and including November 30, 2010. I < $25,000,000 1.75 % 0.25 % 1.75 % 0.375 % II > $25,000,000 but < $50,000,000 1.50 % 0 % 1.50 % 0.375 % III > $50,000,000 but < $70,000,000 1.25 % 0 % 1.25 % 0.375 % IV > $70,000,000 1.00 % 0 % 1.00 % 0.375 % If any financial statement or certificate delivered pursuant to Article IX is shown to be inaccurate (a) regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Base Rate Margin, Applicable Libor Rate Margin, Applicable Unused Facility Fee Percentage or Applicable Letter of Credit Fee Percentage for any period (such period, the “Applicable Period”), than the Applicable Base Rate Margin, Applicable Libor Rate Margin, Applicable Unused Facility Fee Percentage or Applicable Letter of Credit Fee Percentage, as applicable, actually applied to such Applicable Period, then, upon the occurrence written request of an Event the Agent, such margin or percentage shall be determined in accordance with the correct financial information for such Applicable Period and the Borrowers shall immediately pay to the Agent any accrued additional interest and fees owing as a result of Default and until such Event increased margin or percentage for such Applicable Period, which payment shall be applied promptly by the Agent to the Lenders in accordance with the terms of Default is cured or waived or (b) in the event that Administrative Agent this Agreement. This paragraph shall not receive limit the financial statements and compliance certificate required rights of the Agent or the Lenders with respect to Article XI or to charge the Default Rate pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin), the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin MarginSection 3.3.

Applicable Margins. Initially, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE], 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date, the applicable Base Rate Margin and LIBOR Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables below opposite the Total Leverage Ratio of Borrower, ona consolidated basis for Borrower and its Subsidiaries; provided, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate required pursuant to Subsections 4.6(A), 4.6(B) and 4.6(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin)waived, the applicable Base Rate Margin and LIBOR Rate Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and 3.0% and 4.0% per annum, respectively, for the Term B Loan. Revolving Loans and Term A Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Term B Loan Total Leverage Ratio Base Rate Margin LIBOR Margin Margin

Applicable Margins. InitiallyFrom the Fourth Amendment and Restatement Date, and continuing through the day immediately preceding the first Adjustment Date occurring on or after [DATE SIX MONTHS AFTER CLOSING DATE]December 31, 2003, on which Borrower demonstrates that a change in the Base Rate Margin and the LIBOR Margin is warranted and requests such change in writing, (i) the applicable Base Rate Margin and LIBOR Margin shall be 2.750% and 3.750% per annum, respectively, for the Revolving Loans and the Term A Loan and (ii) 3.0% and 4.0% per annum, respectively, for the Term B Loan. Commencing on such Adjustment Date2014, the applicable Base Rate Margin, LIBOR Margin and Commitment Fee Margin shall be set based on the Total Net Leverage Ratio of Borrower set forth in the Officer’s Certificate delivered pursuant to Subsection 7.1(B)(i). Thereafter, the applicable Base Rate Margin, LIBOR Margin and Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing tables table below opposite the applicable Total Net Leverage Ratio of Borrower, ona determined on a consolidated basis for Borrower and its Restricted Subsidiaries; providedprovided that, that effective (a) upon the occurrence of an Event of Default and until such Event of Default is cured or waived or (b) in the event that Administrative Agent shall not receive the financial statements and compliance certificate Compliance Certificate required pursuant to Subsections 4.6(A4.2(A), 4.6(B4.2(B) and 4.6(C4.2(C) when due, from such due date and until the fifth (5th) Business Day following Administrative Agent’s receipt of such overdue financial statements and compliance certificate Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin, which notice shall be deemed given if noted on the applicable Compliance Certificate), the applicable Base Rate Margin, LIBOR Margin and LIBOR Rate Commitment Fee Margin shall be 2.750set at Level I below. I > 2.00x 1.750 % 0.750 % 0.250 % II < 2.00x 1.500 % 0.500 % 0.175 % If, as a result of any restatement of or other adjustment to any financial statements referred to above (i) the Total Net Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and 3.750% per annum(ii) a proper calculation of the Total Net Leverage Ratio would have resulted in different pricing for any period, respectivelythen (1) if the proper calculation of the Total Net Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the Revolving Loans amount of interest actually paid for such period; and (2) if the proper calculation of the Total Net Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and the Term A Loan and 3.0% and 4.0% per annumLenders shall have no obligation to repay any overpaid interest to Borrower, respectivelyprovided that, for if, as a result of any restatement or other event a proper calculation of the Term B Loan. Revolving Loans and Term A Loan Total Net Leverage Ratio Base Rate Margin LIBOR Margin Total Leverage Ratio Base Rate LIBOR Margin Marginwould have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.